Ÿ] Shares Fortegra Financial Corporation Common Stock PURCHASE AGREEMENTPurchase Agreement • December 13th, 2010 • Fortegra Financial Corp • Insurance agents, brokers & service • New York
Fortegra Financial Corporation, a Delaware corporation (the “Company”), and the stockholders of the Company listed in Schedule I hereto (the “Selling Stockholders”) severally and not jointly propose to sell to the several Underwriters named in Schedule II hereto (the “Underwriters”) an aggregate of [Ÿ] shares (the “Firm Shares”) of Common Stock, $0.01 par value per share (the “Common Stock”), of the Company. The Firm Shares consist of [Ÿ] authorized but unissued shares of Common Stock to be issued and sold by the Company and [Ÿ] outstanding shares of Common Stock to be sold by the Selling Stockholders. The Company and certain of the Selling Stockholders have also granted to the several Underwriters an option to purchase up to [Ÿ] and [Ÿ] additional shares of Common Stock, respectively, on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Purchase Agreement are herein collectively called t
JOINDER AGREEMENTJoinder Agreement • December 13th, 2010 • Fortegra Financial Corp • Insurance agents, brokers & service • New York
WHEREAS, Fortegra Financial Corporation (“Fortegra”) and LOTS Intermediate Co. (“LOTS”; collectively with Fortegra, the “Borrowers”) have entered into that certain Revolving Credit Agreement dated as of June 16, 2010 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the Borrowers, the financial institutions from time to time party thereto as Lenders (the “Lenders”) and SunTrust Bank, as Administrative Agent (the “Administrative Agent”); and
